The
following constitutes Amendment No. 5 (“Amendment No. 5”) to the Schedule 13D
filed by the undersigned. This Amendment No. 5 amends the Schedule
13D as specifically set forth.
Item
3.
|
Source and Amount of
Funds or Other
Consideration
.
|
Item 3 is
hereby amended and restated as follows:
The
aggregate purchase price of the 219,733 Shares beneficially owned by WILLC is
approximately $885,148. The Shares beneficially owned by WILLC
consist 169 Shares that were acquired with WILLC’s working capital, 81,616
Shares that were acquired with WIHP’s working capital, 13,007 Shares that were
acquired with WIIP’s working capital, 43,275 Shares that were acquired with
WIAP’s working capital and 81,666 Shares that were acquired with WITRP’s working
capital.
Item
5.
|
Interest in Securities
of the Issuer
.
|
Item 5(a)
is hereby amended and restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is
based upon 14,364,850 Shares outstanding, which is the total number of Shares
outstanding as of October 23, 2009, as reported in Exhibit (a)(7) to Amendment
No. 3 to the Issuer’s Tender Offer Statement on Schedule TO filed with the
Securities and Exchange Commission on October 23, 2009.
As of the
close of business on October 27, 2009, WIHP, WIIP, WIAP and WITRP beneficially
owned 81,616, 13,007, 43,275 and 81,666 Shares, respectively, representing less
than 1%, less than 1%, less than 1% and less than 1%, respectively, of the
Shares outstanding. As the managing member of each of WIIP and WIAP
and the general partner of each of WIHP and WITRP, WILLC may be deemed to
beneficially own the 219,564 Shares owned in the aggregate by WIHP, WIIP, WIAP
and WITRP, representing approximately 1.5% of the Shares outstanding, in
addition to the 169 Shares it holds directly. As the managing member
of WILLC, Mr. Lipson may be deemed to beneficially own the 219,733 Shares
beneficially owned by WILLC, representing approximately 1.5% of the Shares
outstanding.
Item 5(c)
is hereby amended to add the following
(c) Schedule
A annexed hereto lists all transactions in securities of the Issuer by the
Reporting Persons during the past sixty days. All of such
transactions were effected in the open market, unless otherwise
noted.
Item 5(e)
is hereby amended and restated to read as follows:
(e) As
of October 26, 2009, the Reporting Persons ceased to be the beneficial owners of
more than 5% of the Shares of the Issuer.
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated:
October 28, 2009
|
WESTERN
INVESTMENT LLC
|
|
|
|
|
By:
|
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
Title:
|
Managing
Member
|
|
WESTERN
INVESTMENT HEDGED PARTNERS L.P.
|
|
|
|
|
By:
|
Western
Investment LLC
|
|
|
General
Partner
|
|
|
|
|
By:
|
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
Title:
|
Managing
Member
|
|
WESTERN
INVESTMENT INSTITUTIONAL PARTNERS LLC
|
|
|
|
|
By:
|
Western
Investment LLC
|
|
|
Managing
Member
|
|
|
|
|
By:
|
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
Title:
|
Managing
Member
|
|
WESTERN
INVESTMENT ACTIVISM PARTNERS LLC
|
|
|
|
|
By:
|
Western
Investment LLC
|
|
|
Managing
Member
|
|
|
|
|
By:
|
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
Title:
|
Managing
Member
|
|
WESTERN
INVESTMENT TOTAL RETURN PARTNERS L.P.
|
|
|
|
|
By:
|
Western
Investment LLC
|
|
|
General
Partner
|
|
|
|
|
By:
|
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
Title:
|
Managing
Member
|
SCHEDULE
A
Transactions in the Shares
During the Past Sixty Days
Date
of
Sale
|
Shares
of Common Stock
(Sold)
|
Price
Per
Share
($)
|
WESTERN INVESTMENT
LLC
WESTERN INVESTMENT HEDGED
PARTNERS L.P.
10/26/09
|
(214,895)*
|
|
6.3800
|
WESTERN INVESTMENT
INSTITUTIONAL PARTNERS LLC
10/26/09
|
(34,246)
*
|
|
6.3800
|
WESTERN INVESTMENT ACTIVISM
PARTNERS LLC
08/27/09
|
(3,501)
|
|
5.4622
|
08/27/09
|
(500)
|
|
5.4414
|
08/28/09
|
(180)
|
|
5.4973
|
08/28/09
|
(500)
|
|
5.4813
|
09/01/09
|
(2,000)
|
|
5.6149
|
09/09/09
|
(3,000)
|
|
5.7450
|
10/01/09
|
(2,100)
|
|
6.1379
|
10/13/09
|
(23,000)
|
|
6.2014
|
10/14/09
|
(1,500)
|
|
6.3340
|
10/26/09
|
(113,941)
*
|
|
6.3800
|
WESTERN INVESTMENT TOTAL
RETURN PARTNERS L.P.
10/26/09
|
(215,025)
*
|
|
6.3800
|
ARTHUR D.
LIPSON
None
*
Shares tendered pursuant to the terms of the tender offer made by Neuberger
Berman Income Opportunity Fund Inc.